11/09/2013 - 06:00 AM
In view of the renewal, the outgoing Board of Directors has formulated, in its report, a series of recommendations regarding the composition, term in office and remuneration of the board (subject to resolution of the absolute majority of the shares present at the Shareholders' meeting, on the basis of the proposals the shareholders decide to formulate) as well as the characteristics of the candidates.
The appointment will be made on the basis of slates presented by shareholders who, jointly or separately, hold shares representing at least 0.5% of the ordinary share capital.
Pursuant to article 9.3 of the Company’s Bylaws, each shareholder may present a single slate, alone or jointly with others, and each candidate may be presented in a single slate, on penalty of ineligibility.
The slates must be presented by 22 March 2014
TELECOM ITALIA S.p.A.
Piazza degli Affari n. 2
20123 MILAN - ITALY
and the certificates proving entitlement to exercise this right must be produced by 26 March 2014. Registration of increases or decreases in the number of shares held in the accounts of the presenting shareholder after the date of filing of the slate shall have no effect on their entitlement to the exercise of their right.
The following documents must be filed with each slate:
The shareholder has no publication responsibilities, the Company being responsible for making public the information on properly filed slates. This information will be published at the Registered Office and at Borsa Italiana S.p.A., as well as on the company website www.telecomitalia.com/assemblea, no later than 26 March 2014.
Any proposals by shareholders submitting slates concerning the number of directors, their term of office or the remuneration of the Board being appointed formulated at the same time will be made public by the Company in the same way.
Regarding the composition of the slates it should also be remembered that the principle of gender equality will apply to the possible renewal of the Board of Directors, assigning to the less represented gender one fifth of the total Directors to be elected; in the event of a fractional number, it shall be rounded up to the nearest whole number (see article 9.7 of the Company’s Bylaws).
Shareholders intending to formulate proposals on the number of members, the term of office or the remuneration to be assigned to the Board being elected, or intending to present a slate are invited to refer to the recommendations and suggestions contained - also in compliance with the Corporate Governance Code adopted by the Corporate Governance Committee of Borsa Italiana – in the Board of Directors’ report and, in any case, to contact the Company’s Corporate Affairs office in advance to define all the necessary details.